News Detail

Date/Time
05 Apr 2019 22:24:00
Headline
Clarification of the details regarding the Director who retire by rotation, the remuneration of the Directors and Sub-committee, the audit fees, and the amendment to the Article of the Company
Symbol
DV8
Source
DV8
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                Reference is made to the inquiries of the Stock Exchange of Thailand ("SET") 
requesting Demeter Corporation Public Company Limited (the "Company") to clarify
the details regarding the Director who retire by rotation, the remuneration of
the Directors and Sub-committee, the audit fees, and the amendment to the
Article of the Company. The Company would like to clarify as follows:
1.    To consider and approve the election of the Directors to replace those who 
retire by rotation
Facts and Rationale
Section 71 of the Public Company Act and Article 32 of the Articles of 
Association of the Company prescribes that, in each Annual General Meeting of
Shareholders, one-third (1/3) of the total number of the directors must retire
by rotation. In the case that the number of directors cannot divide into 3
proportions, a number of directors closest to one-third (1/3) shall retire. The
directors who will be retired in the first and second years after the
registration of that company shall be drawn up by lottery method. For the
subsequent years, the longest position is the one who must vacate his office.
The directors retiring by rotation may be re-elected
The Company has set policy, criteria and procedures for nomination of directors 
by considering the skills and specific experiences that are still lacking in the
board member. There is no gender limitation to serve as a director in any way.
The aim is to strengthen the Board of Directors which also depends on the
situation of the Company at that time.
The Human Resources and Compensation Committee (excluding those who will retire 
by rotation in the 2019), unanimously resolved to propose the director who will
retire by rotation for another tenure term by considering his performance during
 the tenure which he has provided the useful advice to the Company
At the 2019 Annual General Meeting of Shareholders, there are 3 directors who 
will retire by rotation as follows:
1. Mr. Sorasuk        Saensombat        Independent Director, Member of the Audit Committee,
 and Member of the Corporate Governance and Social Responsibility Committee;
2. Mr. Prayont    Lasua    Director, Member of the Human Resource and Remuneration 
Committee, and Member of the Risk Management Committee;
3. Mr. Krisda    Hutaserani    Independent Director, and Chairman of the Audit 
Committee.
Opinion of the Board
Since Mr. Ksida Hutaserani has designed to resign. However, the Company shall 
source for the suitable person to be the Director of the Company within June
2019.
The Board of Directors (excluding those who will retire by rotation in the 2019)
has considered the qualification of the 2 directors who will retire by rotation
according to the Human Resources and Compensation Committee proposal in the
2019 Annual General Meeting of Shareholders and has an opinion that 2 directors
are knowledgeable, experienced and skillful which will benefit to the Company's
operations and have full qualification and do not have any prohibited
characteristics under the Public Company Act, the Securities and Exchange Act
B.E. 2535 (as amended) (the "Securities Act") and other relevant regulations.
Moreover, for the person who will take a position of Independent Director also
possesses the qualifications of the Independent Director as prescribed in the
definition of the Independent Directors of the Company, which is equal to the
definition prescribed in the regulation of the Office of the Securities and
Exchange Commission (the "SEC") and the SET as well as having all qualification
of the Independent Directors as specified in the regulation of the SEC and the
SET.
Therefore, the Board of Directors deems appropriate to propose to the 
shareholders' meeting to consider and elect the following 2 retired directors to
be the Directors of the Company for another term. In this regard, information
of directors who will retire by rotation and will be nominated to be directors
of the Company for another term.
1. Mr. Sorasuk        Saensombat    Independent Director, Member of the Audit Committee, 
and Member of the Corporate Governance and Social Responsibility Committee;
2. Mr. Prayont    Lasua    Director, Member of the Human Resource and Remuneration 
Committee, and Member of the Risk Management Committee.
2.    To consider and approve the remuneration of the Directors and Sub-committee 
of the Company for the year 2019
Facts and Rationale    
According to Section 90 of the Public Company Act and Article 42 of the Articles
of Association of the Company, the directors of the Company are eligible to
receive the remuneration from the Company in a form of reward, meeting
allowance, per diem, bonus or and in other forms in accordance with the
Company's rules or as decided by the shareholders' meeting. In addition, such
distribution of remuneration shall be specified in a fixed amount or in
principle or prescribe the remuneration criteria applicable from time to time or
applicable until amending. Further, the directors shall be entitled to receive
any other allowance and welfare according to the Company's rule
The Human Resources and Compensation Committee has policies and procedure in 
determining the directors' remuneration, the Board of Directors has considered
the propriety of the remuneration of the Board of Directors and the
Sub-committee of the Company by thoroughly considering on various factors, i.e.
the operation result of the Company, size of the Company's business and duties
and responsibilities of the Board of Directors and Sub-committee of the Company,
by comparing with the remuneration rate of the businesses that are in the same
industry as the Company and have the similar size as the Company. The details
are as follows:
    Fixed Remuneration
Position    Remuneration
Board of Directors
(1)    Chairman of the Board of Directors    Baht 22,000 per month
(2)    Directors    Baht 17,000 per person/month
Meeting Allowance of the Sub-committee
Position    Remuneration
Sub-committee
(1)    Chairman of Sub-committee    Baht 22,000 per attendance
(2)    Member of Sub-committee    Baht 17,000 per person/attendance
    The Company shall ay the meeting allowance of the Sub-committee in accordance 
with the number of the meeting attendance but not exceeding the following
amount:
Position    Remuneration
Sub-committee
(1)    Chairman of Sub-committee    Baht 22,000 per month
(2)    Member of Sub-committee    Baht 17,000 per month
    Other incentive
    -  None -    
Opinion of the Board
The Board of Directors deems appropriate to propose to the 2019 Annual General 
Meeting of Shareholders to consider and approve the remuneration of the
Directors and Sub-committee of the Company for the year 2019 as per details the
Human Resource and Compensation Committee proposed above. Remuneration for
directors and sub-committees of the Company in 2019 has not changed since the
approval in the 2018 Annual General Meeting of Shareholder.
3.    To consider and approve the appointment of the auditors and the determination
 of the audit fee for the year 2019
Facts and Rationale
Section 120 of the Public Company Act and Article 45 of the Articles of 
Association of the Company provide that the Annual General Meeting of
shareholders must appoint the auditors and determines the audit fee of the
Company every fiscal year.
    (1)    Mr. Jadesada  Hungsapruek      Certified Public Accountant No. 3759
    (2)    Ms. Kannika Wipanurat        Certified Public Accountant No. 7305
    (3)    Mr. Jirote Sirirorote        Certified Public Accountant No. 5113
     In the case that the foregoing auditors are unable to perform their duties, 
Karin Audit Company Limited shall be authorized to appoint any of its auditors
to be the auditor of the Company.
    The Audit Committee was considering on the qualification and the experience of 
each auditor and has an opinion that Karin Audit Company Limited is independent
audit office and skillful in auditing. In addition, such 3 auditors do not have
any relation or any interest in the Company, subsidiaries of the Company,
directors, executives, major shareholders or his/her related persons.
    Moreover, the Board of Directors deems appropriate to propose to the 
shareholders' meeting to consider and approve the appointment of the auditors
from Karin Audit Company Limited to be auditors of the subsidiaries of the
Company for the fiscal year ending December 31, 2019.
    The Board of Directors also deems appropriate to propose to the shareholders' 
meeting to consider and approve the determination of the auditor fee of the
Company and subsidiaries for the fiscal year ending December 31, 2019 at Baht
2,635,000. In case that the Company has any additional significant transaction
including any expense regarding auditing of financial statement e.g. printing of
financial statement expense, travelling expense, etc., it will be actually
disbursed
Comparison of the audit fees of the Company and the Company's subsidiaries for 
2019 and 2018 is as follows:
Audit Fee    2018
(Proposed Fee)    2017
Audit fee of the Company and subsidiaries    Not exceeding Baht 2,635,000    Not 
exceeding Baht 2,540,000
    Opinion of the Board    
    The Board of Directors deems appropriate to propose to the 2019 Annual General 
Meeting of Shareholders to consider and approve the appointment of the auditors
from Karin Audit Company Limited to be the auditors of the Company and
subsidiaries of the Company for the fiscal year ended December 31, 2019 and
determine the audit fee of the Company and subsidiaries for the fiscal year
ended December 31, 2019 as detailed above.
4.    To consider and approve the amendment of the Article of Association of the 
Company
Facts and Rationale
To be in line with Section 100 of the Public Company Act by the Order of the 
Head of the National Council for Peace and Order No. 21/2560 on Amendments of
Laws to Facilitate the Ease of Doing Business, dated April 4, 2017, and the
Announcement of the National Council for Peace and Order No. 74/2557 Re:
Electronic Conferencing, it is proposed to amend Article 15 (Meeting of
Shareholders) Article 37 (Electronic Conferencing) and of the Company's Articles
 of Association, as per the following details
Existing Articles    New Articles
Article 15    Shareholders representing in aggregate not less than one-fifth (1/5) 
of all issued shares or not less than twenty-five (25) shareholders representing
in aggregate not less than one-tenth (1/10) of all issued shares, may submit a
written request for the Board of Directors to call an extraordinary general
meeting of shareholders at any time, provided that the reasons for calling such
meeting must be clearly specified in such request.  In such case, the Board of
Directors shall call a shareholders' meeting within one (1) month from the date
of receipt of such request from the shareholders.























Article 37    The Board of Directors shall meet at least once every three months at
the place designated by the Board of Directors.  The Chairman of the Board or
the person authorized by the Chairman of the Board shall call the Board of
Directors' meetings.  Should two (2) or more directors request to call a meeting
of the Board of Directors, the Chairman of the Board or the person authorized
by the Chairman of the Board shall schedule the date of the meeting within
fourteen (14) days from the date of receipt of such request.    Article 15    One or
more shareholders representing in aggregate not less than 10 percent of all
issued shares may submit a written request for the Board of Directors to call a
shareholders' meeting as an extraordinary general meeting at any time, provided
that the matters and reasons for calling such meeting must be clearly specified
in such request.  In such case, the Board of Directors shall call a
shareholders' meeting within 45 days from the date of receipt of such request
from the shareholders.


[Paragraph 2] Should the Board of Directors fail to hold such meeting within the
period under paragraph one, the shareholders who have subscribed their names or
other shareholders representing in aggregate the requisite number of shares may
call such meeting by themselves within 45 days from the lapse of such period
under paragraph one.  In such case, the meeting shall be deemed as a
shareholders' meeting called by the Board of Directors, whereby the Company
shall be responsible for necessary expenses incurred by holding such meeting and
 provide reasonable facilitation.
[Paragraph 3] At any shareholders' meeting called by the shareholders under 
paragraph two, should the number of shareholders present not constitute a quorum
as required under Article 19, the shareholders under paragraph two shall
jointly reimburse the Company for such expenses incurred by holding such
meeting.

Article 37    The Board of Directors shall meet at least once every three months at
the place designated by the Board of Directors.  The Chairman of the Board or
the person authorized by the Chairman of the Board shall call the Board of
Directors' meetings.  Should two (2) or more directors request to call a meeting
of the Board of Directors, the Chairman of the Board or the person authorized
by the Chairman of the Board shall schedule the date of the meeting within
fourteen (14) days from the date of receipt of such request.

[Paragraph 2] The meetings of the Board of Directors or subcommittees of the 
Company may be held by way of electronic conferencing in accordance with the
applicable laws, including but not limited to the Announcement of the National
Council for Peace and Order No. 74/2557, dated June 27, 2014, Re: Electronic
Conferencing, and the Notification of the Ministry of Information and
Communication Technology Re: Standards for Electronic Conferencing Security B.E.
 2557 (2014).
    Opinion of the Board    
The Board of Directors deems appropriate to propose to the 2019 Annual General 
Meeting of Shareholders to consider and approve the amendment of the Article of
Association of the Company to be in line with Section 100 of the Public Company
Act by the Order of the Head of the National Council for Peace and Order No.
21/2560 on Amendments of Laws to Facilitate the Ease of Doing Business, dated
April 4, 2017, and the Announcement of the National Council for Peace and Order
No. 74/2557 Re: Electronic Conferencing

Please be informed accordingly.


                Very truly yours,
                                                         Mr. Prachuab Ujjin
                                            ( Mr. Prachuab Ujjin )
                                 Director and Chief Executive Officer
______________________________________________________________________
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